RJK Proposes to Amend Certain Warrants

Rhea-AI Summary

RJK Explorations has announced plans to amend 8,057,363 outstanding common share purchase warrants previously issued through a non-brokered private placement from May-June 2022. The proposed amendments include: extending the expiration date from May/June 2025 to May 20, 2027, and reducing the exercise price from $0.25 to $0.12 for 2,947,099 warrants. Of the total warrants, 5,916,000 are held by an insider, with only 805,736 eligible for exercise price amendment per TSX Venture Exchange policy. The amendments require Exchange approval and constitute a "related party transaction" but are exempt from certain requirements under MI 61-101 as they do not exceed 25% of the company's market capitalization.

Positive

• Warrant term extension provides more time for potential exercise
• Lower exercise price for eligible warrants could incentivize conversion

Negative

• Warrant exercise price reduction indicates potential difficulty in attracting investment at current price levels
• Significant insider warrant holdings (5,916,000 warrants) could lead to future dilution

Kirkland Lake, Ontario--(Newsfile Corp. - May 13, 2025) - RJK Explorations Ltd. (TSXV: RJX.A) ("RJK" or "the Company") announces that the Company intends to amend a total of 8,057,363 outstanding common share purchase warrants (the "Warrants") previously issued pursuant to the Company's non-brokered private placement that closed in two tranches on May 20, 2022 and June 15, 2022 (the "Private Placement").

The Warrants are currently exercisable at a price of $0.25 to purchase one common share in the capital of the Company for terms expiring on May 20, 2025 and June 15, 2025, respectively. The Company wishes to (i) amend all the outstanding Warrants to extend their term to May 20, 2027, and (ii) to amend 2,947,099 of the Warrants to reduce their exercise price from $0.25 to $0.12 (together, the "Warrant Amendments").

5,916,000 Warrants (the "Insider Warrants") are held by an insider of the Company, and pursuant to TSX Venture Exchange (the "Exchange") policy, only 805,736 of the Insider Warrants are eligible for exercise price amendment.

The amendment of the Warrants is subject to the prior approval of Exchange. Upon receipt of such approval, the Warrants will be deemed to be amended to adjust their term and their exercise price, accordingly.

The application of the Warrant Amendments to the Insider Warrants constitutes a "related party transaction" within MI 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but are exempt from the MI 61 101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the Related Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the effective date of the Warrant Amendments as the company does not consider the Warrant Amendments to constitute a material change.

The Company intends to issue an updating news release upon receipt, if any, of Warrant Amendment approval.

Contact Information
Glenn Kasner, CEO
Mobile: (705) 568-7567
Email: info@rjkexplorations.com

Web Site: https://www.rjkexplorations.com

Company Information: Tel: (705) 568-7445

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release includes certain forward-looking statements, which may include, but are not limited to, statements concerning the TSX Venture Exchange acceptance of the warrant extension. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "will", "anticipate", "believe", "plan", "estimate", "expect", "intend", "propose" and similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in this news release. Factors that could cause actual results to differ materially from those anticipated in this news release include, but are not limited to, the Company not receiving TSX Venture Exchange acceptance of the proposed warrant extension and repricing. RJK assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251906

FAQ

What changes is RJK Explorations (RJKAF) proposing to its warrants in May 2025?

RJK is proposing to extend the term of 8,057,363 warrants to May 20, 2027, and reduce the exercise price from $0.25 to $0.12 for 2,947,099 warrants, subject to TSX Venture Exchange approval.

How many insider warrants are affected by RJK's warrant amendments?

5,916,000 warrants are held by an insider, but only 805,736 of these insider warrants are eligible for the exercise price amendment per Exchange policy.

Why is RJK Explorations amending its warrants in 2025?

The company is extending warrant terms and reducing exercise prices to provide more time and incentive for warrant holders to exercise their warrants, potentially improving the company's ability to raise capital.

Does RJK's warrant amendment require shareholder approval?

The amendments are exempt from MI 61-101 minority approval requirements as the transaction value does not exceed 25% of the company's market capitalization, though TSX Venture Exchange approval is required.